SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
The
Securities Exchange Act of 1934
For
the month of October, 2007
CHINA
PETROLEUM & CHEMICAL CORPORATION
A6,
Huixindong Street,
Chaoyang
District Beijing, 100029
People's
Republic of China
Tel:
(8610) 6499-0060
(Indicate
by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40-F.)
|
Form
20-F
|
ü
|
Form
40-F
|
(Indicate
by check mark whether the
registrant by furnishing the information contained in this form is also thereby
furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934. )
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Yes
|
No
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ü
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(If
"Yes" is marked, indicate below the
file number assigned to registrant in connection with Rule 12g3-2(b):
82-__________. )
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N/A
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This
Form 6-K consists of:
An
announcement on listing of tradable shares with selling restrictions of China
Petroleum & Chemical Corporation (the "Registrant”), issued by the
Registrant on October 12, 2007.
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
Announcement
on Listing of Tradable Shares with Selling Restrictions
(Overseas
Regulatory Announcement)
|
Special
Notification
China
Petroleum & Chemical Corporation and all members of its board of
directors warrant the authenticity, accuracy and completeness
of the
information contained in this announcement, and jointly and severally
accept full responsibility for any misrepresentation, misleading
statements or material omissions contained in this
announcement.
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Important
Notification:
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·
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The
number of tradable shares with selling restrictions to be listed
will be
4,915,028,507 shares.
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·
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The
listing date of tradable shares with selling restrictions is set
to be 16
October 2007.
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1.
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STATUS
OF THE SHARE REFORM SCHEME
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1.1
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The
share reform scheme (the "Scheme") of China Petroleum
& Chemical Corporation (the "Company") was approved
at the relevant general meeting of shareholders of A Shares on
25
September 2006 and came into effect on 29 September 2006, which
is the
record date for the implementation of the Scheme. The date of resumption
of trading of A Shares will be on 16 October
2006.
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1.2
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The
Scheme does not involve any arrangement for additional
consideration.
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2.
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UNDERTAKINGS
RELATING TO TRADABLE SHAREES WITH SELLING RESTRICTIONS IN THE
SCHEME
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All
shareholders of the non-tradable shares of the Company undertake to comply
with
the provisions of laws, rules and regulations and perform their legal
obligations in the "Announcement on the Implementation of
the Share Reform Scheme" dated 28 September 2006.
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3.
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CHANGES
IN THE SHARE CAPITAL STRUCTURE AND THE SHAREHOLDING OF THE COMPANY
AFTER
IMPLEMENTATION OF THE
SCHEME
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3.1
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The
structure of share capital of the Company remains unchanged after
the
implementation of the
Scheme.
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3.2
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The
proportion of the shareholding of tradable shares with restrictions
by
each shareholder remains unchanged after the implementation of
the
Scheme.
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4.
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SETTLEMENT
OF CAPITAL TIE-UP BY SUBSTANTIAL
SHAREHOLDERS
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No
circumstances of capital tie-up
by substantial shareholders exist in the Company.
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5.
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INSPECTION
OPINIONS ISSUED BY THE
SPONSORS
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China
International Capital Corporation and CITIC Securities Co., Ltd., the sponsors
of the Scheme, upon inspection, have issued their opinions as follows: "Upon
the
completion of the share reform scheme, As at the date of this announcement,
all
the shareholders holding tradable shares with selling restrictions of the
Company have strictly fulfilled their undertakings made in the course of
the
share reform scheme. The application for the listing of the tradable
shares with selling restrictions by the Company's board of directors is in
compliance with the relevant regulations."
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6.
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INFORMATION
ON THE TRADABLE SHARES WITH SELLING RESTRICTIONS TO BE
LISTED
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6.1
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The
number of tradable shares with selling restrictions to be listed
will be
4,915,028,507 shares. Among the 579,906,507 shares with selling
restrictions held by Guotai Junan Securities Company Limited, 38,230,000
shares are frozen and 533,530,000 shares are
pledged.
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6.2
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The
listing date of tradable shares with selling restrictions is set
to be 16
October 2007.
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6.3
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Details
of the listing of tradable shares with selling
restrictions
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Serial
No.
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Name
of shareholders
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Ratio
to the total share capital
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Number
of tradable shares with selling restrictions
(shares)
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The
earliest date expected for listing and trading
[1]
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1
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China
Petroleum & Chemical Corporation
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5%
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4,335,122,000
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G+12
months
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5%
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4,335,122,000
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G+24
months
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||
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65.84%
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57,087,800,493
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G+36
months
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||
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2
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Guotai
Junan Securities Company Limited
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0.67%
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579,906,507
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G+12
months
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Notes:
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1.
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G
means the first trading date after the implementation of the
Scheme.
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2.
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Among
the 579,906,507 shares with selling restrictions held by Guotai
Junan
Securities Company Limited, 38,230,000 shares are frozen and 533,530,000
shares are pledged.
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6.4
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The
listing status of tradable shares with selling restrictions is
consistent
with that set out in the Explanatory Statement by the Company regarding
the Scheme.
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6.5
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This
is the first time that the Company arranges for the listing of
tradable
shares with selling restrictions (limited to the shares involved
in the
Scheme).
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7.
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TABLE
SHOWING CHANGES IN SHAREHOLDING STRUCTURE AFTER THE IMPLEMENTATION
OF THE
SCHEME
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Type
of shares
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Type
of Shareholdings
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Number
of shares prior to this listing (in ten thousand
shares)
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Change
in the number of shares (in ten thousand shares)
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Number
of shares subsequent to this listing (in ten thousand
shares)
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Tradable
shares with selling restrictions
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Shares
held by the State
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65,758,044,493
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-4,335,122,000
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61,422,922,493
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Shares
held by State-owned legal persons
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579,906,507
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-579,906,507
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0
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Total
number of tradable shares with selling restrictions
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66,337,951,000
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-4,915,028,507
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61,422,922,493
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Tradable
shares without selling restrictions
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A
shares
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3,584,000,000
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+4,915,028,507
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8,499,028,507
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H
shares
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16,780,488,000
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0
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16,780,488,000
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Total
number of tradable shares without selling restrictions
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20,364,488,000
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+4,915,028,507
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25,279,516,507
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Total
number of shares
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86,702,439,000
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0
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86,702,439,000
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By
Order of the Board
China
Petroleum & Chemical
Corporation
Chen
Ge
Secretary
to the Board of Directors
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Beijing,
the PRC, 12 October 2007
As
at the date of this Announcement, the directors of Sinopec Corp are Messrs.
Su Shulin, Zhou Yuan*, Wang Tianpu#,
Zhang
Jianhua#, Wang Zhigang#, Dai Houliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+,
Liu Zhongli+ and Li Deshui+.
#
Executive Directors
*
Non-executive Directors
+
Independent Non-executive Directors
SIGNATURE
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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China
Petroleum & Chemical Corporation
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By:
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/s/
Chen Ge
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Name:
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Chen
Ge
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Title:
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Secretary
to the Board of Directors
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Date:
October 15, 2007